Proposed Placing

RNS Number : 7006N

Verditek PLC

26 September 2019

 

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF OFFERS TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY SUCH JURISDICTION.  NO MONEY, SECURITIES OR OTHER CONSIDERATION IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED HEREIN, WILL NOT BE ACCEPTED.THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN IN THE APPENDICES. THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

26 September 2019

Verditek plc

Proposed Placing

Verditek plc ("Verditek" or "Company"), the internationally focussed clean technology company that primarily develops, produces and sells certified  lightweight solar panels, with a current production capacity of 20 MW per annum, is pleased to announce that the Company is carrying out a placing to raise up to £0.65 million, before expenses, via the issue of up to 14,444,444 new Ordinary Shares ("Placing Shares") at the issue price of 4.5 pence per share ("Issue Price") ("Placing").

Key Highlights:

·    Proposed fundraising of up to £0.65 million, before expenses, at a price of 4.5 pence per share by way of a Placing

·    Net proceeds of the Placing will be used:

o  to accelerate the Company's growth plans as it moves to commercialisation;

o  to provide working capital for the Company's Italian module factory to produce its lightweight solar panel modules, currently sales orders from two distributors are for 8 MW. The Company estimates that the current break-even sales target is 6-7 MW per annum.

o  to fund the 50 per cent. share of the joint development programme with Paragraf announced on 18 June 2019.

·    The Placing is being conducted through an accelerated book-build process ("Bookbuild") which will open with immediate effect following this Announcement

·    Gavin Mayhew, a non-executive Director will participate in the Placing in the amount of £200,000

·    The final number of Placing Shares will be agreed by WH Ireland and the Company at the close of the Bookbuild, and the results will be announced as soon as practicable thereafter.

·    The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of WH Ireland, in consultation with the Company. The Placing is not being underwritten.

·    Appendix 1 to this Announcement (which forms part of this Announcement) contains the terms and conditions of the Placing.

Geoff Nesbitt, CEO of Verditek plc, said, "We have made the key transformation from proving and certifying our technology to selling it and while it is still early in this process, the commercial advantages of our lightweight solar panels are compelling as they are 90% lighter they generate the same amount of  energy as conventional PV. We are looking forward to using these new funds to further grow our order book."

Enquiries:

Verditek plc            RH Lord David Willetts FRS (Non-Executive Chairman) Dr Geoff Nesbitt (Chief Executive Officer) Tim Lord (Chief Financial Officer)	Tel: [phone] [e-mail]
WH Ireland Limited (NOMAD and Broker)	Tel: [phone]
Chris Hardie (Corporate Finance) Matthew Chan Jasper Berry (Corporate Broking)

Novella (Financial PR)                                                                                                   Tel: [phone]

Tim Robertson/Fergus Young

Proposed Placing

The Company has entered into a placing agreement with WH Ireland Limited ("WH Ireland") in connection with the Placing ("Placing Agreement"). WH Ireland is acting as sole broker in relation to the Placing.

A Director, Gavin Mayhew, is subscribing for 4,444,444 new Ordinary Shares at the Placing Price in the Placing being an amount of £200,000. Under the AIM Rules, the Director's participation in the Placing constitutes a related party transaction. Lord Willetts, who is not participating in the Placing, and so constitutes an independent Director for the purposes of the Placing considers, having consulted with WH Ireland, that the terms of the related party transaction are fair and reasonable insofar as the Shareholders are concerned.

The Company has agreed that subject to Admission, holders of the Company's convertible loan notes ("CLNs") that participate in the Placing for an amount of or exceeding 20 per cent. by nominal value of their holding of CLNs, shall have the conversion price for their CLNs repriced to 8 pence per share, from 10 pence, being a 78 per cent. premium to the Issue Price.

The Placing is being conducted, subject to the satisfaction of certain conditions set out in Appendix 1 to this Announcement, through an accelerated book-build process, which will be launched immediately following this Announcement.

The Company has applied for and received Advanced Assurance from HMRC that the new Ordinary Shares being issued in connection with the Placing should, depending on the applicable investor's tax status, rank for EIS relief. Investors should take their own tax advice on their ability to claim this relief.

Background to and reasons for the Placing

Verditek has commenced production against its first order from an Australian distributor.

The net proceeds of the Placing will be applied towards:

·    providing working capital for VSI as the production and sales pipeline builds; and

·    funding the 50 per cent. share of the joint development programme with Paragraf announced on 18 June 2019.

The amount raised by the Placing will not allow all parts of Verditek's future plans to be achieved, including expansion of production capacity which will only take place against increased orders being received by Verditek.

Further details of the Placing

The Company is carrying out the Placing to raise up to £0.65 million, before expenses, via a placing of up to 14,444,444 Placing Shares at a price of 4.5 pence per Placing Share. The Placing Shares, assuming full take-up, will represent approximately 6.7 per cent. of the Company's Enlarged Issued Share Capital

WH Ireland is acting as agent for the Company and has agreed to use reasonable endeavours to place the Placing Shares at the Issue Price with new and existing investors. The final number of Placing Shares will be agreed by WH Ireland and the Company at the close of the Bookbuild and the results will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of WH Ireland, in consultation with the Company. The Placing is not being underwritten.

The Issue Price represents a premium of approximately 26.8 per cent to the closing mid-market price of Verditek's Ordinary Shares on 25 September 2019 (being the last business day prior to this Announcement). The Placing Shares, assuming full take-up, will represent approximately 6.7 per cent. of the Company's Enlarged Issued Share Capital. Appendix 1 to this Announcement (which forms part of this Announcement) contains the terms and conditions of the Placing.

In connection with the Placing, the Company has entered into the Placing Agreement with WH Ireland which contains customary warranties given by the Company in favour of WH Ireland with respect to the Company's business and customary indemnities given by the Company in respect of liabilities arising out of or in connection with the Placing.  WH Ireland can terminate the Placing Agreement at any time prior to Admission in certain circumstances, including in the event of material breach of the warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement or, the occurrence of a force majeure event or a material adverse change affecting the financial position or business or prospects of the Company.  If this right is exercised by WH Ireland the Placing will not proceed.  The Placing is not being underwritten by WH Ireland.

The Company has agreed to pay certain fees and commissions to WH Ireland in respect of the Placing.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares including the right to receive dividends and distributions declared following Admission.

When the Placing is successfully concluded, application will be made for the Placing Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc. Admission for the Placing Shares is expected to take place at 8.00 a.m. on 1 October 2019.

important information

This Announcement may contain, and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings, the effect of operational risks, and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Solely for the purposes of the product governance requirements of Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II") and local implementing measures, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II, and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II ("Target Market Assessment").  Notwithstanding the Target Market Assessment, Distributors should note that: the price of New Ordinary Shares may decline and investors could lose all or part of their investment; New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing.  For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II, or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

WH Ireland is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and WH Ireland will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by WH Ireland or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

 

APPENDIX 1 - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(e) OF REGULATION (EU) 2017/1129 ("PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ALSO (A) HAVE EXPERIENCE OF MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED ("ORDER"); OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (C) PERSONS WHO HAVE OTHERWISE BEEN LAWFULLY INVITED TO PARTICIPATE IN THE PLACING BY WH IRELAND (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.  THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN VERDITEK PLC.

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE  UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.  NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

All offers of the New Ordinary Shares in the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus.  In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the FSMA does not apply.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares and the New Ordinary Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, the Republic of South Africa or Japan.  Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

This Announcement should be read in its entirety.  In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring New Ordinary Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1.             it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business; and

2.             in the case of a Relevant Person in a member state of the EEA who acquires any New Ordinary Shares pursuant to the Placing:

(a)           it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation; and

(b)           in the case of any New Ordinary Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:

(i)            the New Ordinary Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of WH Ireland has been given to the offer or resale; or

(ii)           where New Ordinary Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those New Ordinary Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and

3.             it is acquiring the New Ordinary Shares for its own account or is acquiring the New Ordinary Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement; and

4.             it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing  or the New Ordinary Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies ("AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement ("Publicly Available Information") and subject to any further terms set forth in the contract note to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of WH Ireland or the Company or any other person and none of WH Ireland, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement.  Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.  No Placee should consider any information in this Announcement to be legal, tax or business advice.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the New Ordinary Shares

WH Ireland has entered into a placing agreement ("Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, WH Ireland, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for up to 14,444,444 new Ordinary Shares ("Placing Shares" or "New Ordinary Shares"). The placing of the Placing Shares is not underwritten by WH Ireland.

The New Ordinary Shares will, when issued, be subject to the memorandum and articles of association of the Company, credited as fully paid and will rank pari passu in all respects with the Company's Existing Issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the New Ordinary Shares.

As part of the Placing, the Company has agreed that it will not, without the prior written consent of WH Ireland, for a period of 90 days after (but including) Admission:

1.             make any public statement, public announcement or communication or publish any document which relates to the Placing or Admission or which is otherwise material in the context of the Placing or Admission or the market for the Company's Ordinary Shares save as may be required by law or applicable regulation (including the AIM Rules, the DTRs and MAR), in which event the form, content and timing of such announcement shall be subject to the prior approval of WH Ireland; or

2.             enter into any commitment, agreement or arrangement which would give rise to any obligation for the Company to make any announcement or notification to London Stock Exchange or which may involve any increase in, or obligation (whether contingent or otherwise) to allot, any shares in the Company or any other member of the Group.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM.

It is expected that Admission will take place on or before 8.00 a.m. on 1 October 2019 and that dealings in the New Ordinary Shares on AIM will commence at the same time.

Principal terms of the Placing

1.             WH Ireland is acting as bookrunner in connection with the Placing, as agent for and on behalf of the Company.

2.             In each case participation in the Placing will only be available to persons who may lawfully be, and are, invited by WH Ireland to participate. WH Ireland and any of its affiliates are entitled to participate in the Placing as principal.

3.             The Placing Price is fixed at 4.5 pence and is payable to WH Ireland (as agent for the Company) by all Placees.

4.             Each Placee's allocation will be determined by WH Ireland in its discretion following consultation with the Company and will be confirmed orally by WH Ireland.

5.             Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by WH Ireland. The terms of this Appendix will be deemed incorporated in that contract note.

6.             Each Placee's allocation and commitment to acquire New Ordinary Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with WH Ireland's consent will not be capable of variation or revocation after the time at which it is submitted.  Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to WH Ireland (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of New Ordinary Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

7.             Except as required by law or regulation, no press release or other announcement will be made by WH Ireland or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

8.             Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all New Ordinary Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under the section titled "Registration and Settlement" of this Appendix.

9.             All obligations under the Placing will be subject to fulfilment of the conditions referred to below under the section titled "Conditions of the Placing" of this Appendix and to the Placing  not being terminated on the basis referred to below under the section titled "Termination of the Placing" of this Appendix.

10.          By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

11.          To the fullest extent permissible by law and applicable FCA rules, neither:

(a)           WH Ireland; nor

(b)           any of its affiliates, agents, directors, officers, consultants or employees; nor

(c)           to the extent not contained within (a) or (b), any person connected with WH Ireland as defined in the FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of WH Ireland);

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise.  In particular, neither WH Ireland nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of WH Ireland's conduct of the Placing or of such alternative method of effecting the Placing as WH Ireland and the Company may agree.

Registration and settlement

If Placees are allocated any New Ordinary Shares in the Placing they will be sent a contract note or electronic confirmation which will confirm the number of New Ordinary Shares allocated to them, the Placing Price and the aggregate amount owed by them to WH Ireland.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by WH Ireland in accordance with either the standing CREST or certificated settlement instructions which they have in place with WH Ireland.

Settlement of transactions in the New Ordinary Shares (ISIN: GB00BF2C0424) following Admission will take place within the CREST system, subject to certain exceptions.  Settlement through CREST will be on a T+3 basis unless otherwise notified by WH Ireland and is expected to occur on 1 October 2019 ("Settlement Date") on a delivery versus payment basis.  However, in the event of any difficulties or delays in the admission of the New Ordinary Shares to CREST or the use of CREST in relation to the Placing, the Company and WH Ireland may agree that the New Ordinary Shares should be issued in certificated form.  WH Ireland reserves the right to require settlement for the New Ordinary Shares, and to deliver the New Ordinary Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by WH Ireland.

Each Placee is deemed to agree that if it does not comply with these its payment obligations or any other terms and conditions applicable to it as set out in this Appendix, WH Ireland may sell any or all of its allocation of New Ordinary Shares on its behalf and retain from the proceeds, for WH Ireland's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due.  The relevant Placee will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its New Ordinary Shares on its behalf.

If New Ordinary Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note is copied and delivered immediately to the relevant person within that organisation.  Insofar as New Ordinary Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such New Ordinary Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.  Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of WH Ireland under the Placing Agreement are, and the Placing are, conditional upon, inter alia:

(a)           Admission taking place not later than 8.00 a.m. on 1 October 2019 (or such later date as WH Ireland and the Company may agree as the date for Admission but in any event not later than 8.00 a.m. on 15 October 2019);

(b)           the Company having performed its obligations under the Placing Agreement in so far as they are required to be performed prior to Admission; and

(c)           WH Ireland not having prior to Admission exercised its right to terminate the Placing Agreement,

(all conditions to the obligations of WH Ireland included in the Placing Agreement being together, the "conditions").

If any of the conditions are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and WH Ireland may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under the section titled "Termination of the Placing " below in this Appendix and will not be capable of rescission or termination by it.

WH Ireland may, in its absolute discretion and upon such terms as it thinks fit, waive fulfilment of all or any of the conditions in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission referred to in paragraph (b) above may not be waived.  Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

WH Ireland may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither WH Ireland nor any of its affiliates, agents, directors, officers or employees nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of WH Ireland.

Termination of the Placing

WH Ireland may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

(a)           the Company is in breach of any of its material obligations under that agreement or any applicable law or regulation in respect of the Placing;

(b)           any of the Warranties (as given at the date of the Placing Agreement and as repeated on each day up to and including Admission is or becomes untrue or inaccurate or misleading in any material respect;

(c)           any event which constitutes a force majeure under the terms of the Placing Agreement occurs which, in the good faith opinion of WH Ireland would prevent any party from performing its obligations under that agreement;

(d)           as, in the reasonable opinion of WH Ireland, been a material adverse change in, or affecting, the condition (financial, operational, legal or otherwise) or prospects of the Group taken as a whole or there is a fact, circumstance or development reasonably likely to result in such a material adverse change;

(e)           it comes to the notice of WH Ireland that any statement contained in any Placing Document (or any amendment or supplement thereto) is or has become untrue, inaccurate or misleading in any material respect.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as set out in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and WH Ireland that the exercise by the Company or WH Ireland of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or WH Ireland or for agreement between the Company and WH Ireland (as the case may be) and that neither the Company nor WH Ireland need make any reference to such Placee and that none of the Company, WH Ireland nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by WH Ireland of a contract note or other confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) that (save where WH Ireland expressly agrees in writing to the contrary):

1.             it has read and understood this Announcement in its entirety and that its acquisition of New Ordinary Shares is subject to and based upon all of the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements, undertakings and other information contained herein, and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, , the Company, the New Ordinary Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

2.             it has not received a prospectus or other offering document in connection with the Placing and it acknowledges that no prospectus or other offering document:

(a)           is required under the Prospectus Regulation or other applicable law; and

(b)           has been or will be prepared in connection with the Placing;

3.             the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and MAR, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account, that it is able to obtain or access such information without undue difficulty, and that it is able to obtain access to such information or comparable information concerning any other publicly traded company without undue difficulty;

4.             it has made its own assessment of the New Ordinary Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing, and neither WH Ireland nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the New Ordinary Shares or the Company or any other person other than the information in this Announcement or the Publicly Available Information; nor has it requested WH Ireland, the Company, any of their respective affiliates, agents, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;

5.             neither WH Ireland nor any person acting on behalf of it nor any of its affiliates, agents, directors, officers or employees has, or shall have, any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

6.            

(a)           the only information on which it is entitled to rely on and on which it has relied in committing to acquire the New Ordinary Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the New Ordinary Shares, and it has made its own assessment of the Company, the New Ordinary Shares and the terms of the Placing based on the Publicly Available Information;

(b)           neither WH Ireland, nor the Company (nor any of their respective affiliates, agents, directors, officers and employees) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the New Ordinary Shares or the accuracy, completeness or adequacy of this Announcement or the Publicly Available Information;

(c)           it has conducted its own investigation of the Company, the Placing and the New Ordinary Shares, having satisfied itself that the information is still current, and relied on that investigation for the purposes of its decision to participate in the Placing; and

(d)           it has not relied on any investigation that WH Ireland or any person acting on its behalf may have conducted with respect to the Company, the Placing or the New Ordinary Shares;

7.             the content of this Announcement and the Publicly Available Information has been prepared by, and is exclusively the responsibility of, the Company, and that neither WH Ireland nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information, nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

8.             it is not, and at the time the New Ordinary Shares are acquired will not be, a resident of Australia, Canada, the Republic of South Africa or Japan;

9.             the New Ordinary Shares for which it has agreed to acquire have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the New Ordinary Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

10.          it has the funds available to pay for the New Ordinary Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant New Ordinary Shares may be placed with other Placees or sold at such price as WH Ireland determines;

11.          it and/or each person on whose behalf it is participating:

(a)           is entitled to acquire New Ordinary Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b)           has fully observed such laws and regulations;

(c)           has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of New Ordinary Shares and will honour such obligations; and

(d)           has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of New Ordinary Shares;

12.          it is not, and any person who it is acting on behalf of is not, and at the time the New Ordinary Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the New Ordinary Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

13.          it and the beneficial owner of the New Ordinary Shares is, and at the time the New Ordinary Shares are acquired will be, outside the United States and acquiring the New Ordinary Shares in an "offshore transaction" as defined in and in accordance with, Regulation S under the Securities Act;

14.          that the New Ordinary Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States;

15.          neither WH Ireland, the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of WH Ireland or its affiliates, agents, directors, officers or employees is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of WH Ireland and that WH Ireland has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

16.          it will make payment to WH Ireland for the New Ordinary Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant New Ordinary Shares may be placed with others on such terms as WH Ireland determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such New Ordinary Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's New Ordinary Shares on its behalf;

17.          no action has been or will be taken by any of the Company, WH Ireland or any person acting on behalf of the Company or WH Ireland that would, or is intended to, permit a public offer of the New Ordinary Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

18.          the person who it specifies for registration as holder of the New Ordinary Shares will be:

(a)           the Placee; or

(b)           a nominee of the Placee, as the case may be,

and that WH Ireland and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to acquire New Ordinary Shares pursuant to the Placing and agrees to indemnify the Company and WH Ireland in respect of the same on the basis that the New Ordinary Shares will be allotted or transferred to a CREST stock account of WH Ireland who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

19.          the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of New Ordinary Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of New Ordinary Shares would give rise to such a liability;

20.          if it is within the United Kingdom, it and any person acting on its behalf falls within Article 19(5) and/or 49(2)(a) to (d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any New Ordinary Shares that are allocated to it for the purposes of its business only;

21.          it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the United Kingdom or elsewhere in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the Prospectus Regulation;

22.          if it is within the EEA, it is a Qualified Investor as defined in section 86(7) of the FSMA, being a person falling within Article 2(e) of the Prospectus Regulation;

23.          it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to New Ordinary Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by WH Ireland in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

24.          it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the New Ordinary Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

25.          if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation , the New Ordinary Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA which has implemented the Prospectus Regulation other than Qualified Investors, or in circumstances in which the express prior written consent of WH Ireland has been given to the offer or resale;

26.          if it has received any inside information (for the purposes of the MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

(a)           dealt (or attempted to deal) in the securities of the Company; or

(b)           encouraged, recommended or induced another person to deal in the securities of the Company; or

(c)           unlawfully disclosed such information to any person, prior to the information being made publicly available;

WH Ireland and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase New Ordinary Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the New Ordinary Shares, any other securities of the Company or other related investments whether in connection with the Placing or otherwise.  Accordingly, references in this Announcement to the New Ordinary Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, WH Ireland and/or any of its affiliates acting as an investor for its or their own account(s).  Neither WH Ireland nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

27.          it:

(a)           has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017;

(b)           is not a person:

(i)            with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; or

(ii)           named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

(iii)          subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(together, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to WH Ireland such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by WH Ireland on the basis that any failure by it to do so may result in the number of New Ordinary Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as WH Ireland may decide at its sole discretion;

28.          in order to ensure compliance with the Regulations, WH Ireland (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity.  Pending the provision to WH Ireland or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the New Ordinary Shares may be retained at WH Ireland's absolute discretion or, where appropriate, delivery of the New Ordinary Shares to it in uncertificated form may be delayed at WH Ireland's or the Company's registrars' absolute discretion, as the case may be. If within a reasonable time after a request for verification of identity WH Ireland (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either WH Ireland and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

29.          it acknowledges that its commitment to acquire New Ordinary Shares on the terms set out in this Announcement and in the contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or WH Ireland's conduct of the Placing;

30.          it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the New Ordinary Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing.  It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

31.          it irrevocably appoints any duly authorised officer of WH Ireland as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the New Ordinary Shares for which it agrees to acquire upon the terms of this Announcement;

32.          the Company, WH Ireland and others (including each of their respective affiliates, agents, directors, officers and employees) will rely upon the truth and accuracy of its representations, warranties, acknowledgements and agreements set out in this Appendix, which are given to WH Ireland on its own behalf and on behalf of the Company and are irrevocable;

33.          it is acting as principal only in respect of the Placing or, if it is acquiring the New Ordinary Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

34.          time is of the essence as regards its obligations under this Appendix;

35.          any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to WH Ireland;

36.          the New Ordinary Shares will be issued subject to the terms and conditions of this Appendix; and

37.          the terms and conditions contained in this Appendix, and all documents into which this Appendix is incorporated by reference or otherwise, validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire New Ordinary Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares (together with interest chargeable thereon) may be taken by the Company or WH Ireland in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, WH Ireland and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by WH Ireland, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The agreement to allot and issue New Ordinary Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company.  Such agreement assumes that the New Ordinary Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the New Ordinary Shares into a clearance service.  If there are any such arrangements, or the settlement involves any other dealings in the New Ordinary Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor WH Ireland shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and notify WH Ireland accordingly.  In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any New Ordinary Shares or the agreement by them to acquire any New Ordinary Shares and each Placee, or the Placee's nominee, (in respect of the New Ordinary Shares of the person on whose behalf it is participating in the Placing as an agent or nominee) shall where the allocation, allotment, issue or delivery of New Ordinary Shares has given rise to any such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties, pay such taxes and duties, including any interest and penalties (if applicable), and indemnify on an after-tax basis and hold harmless, each of the Company and WH Ireland in the event that either the Company and/or WH Ireland shall have incurred any liability to pay or account for such taxes or duties.

WH Ireland is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and WH Ireland will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that WH Ireland does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

When a Placee or any person acting on behalf of the Placee is dealing with WH Ireland, any money held in an account with WH Ireland on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA.  Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence, this money will not be segregated from WH Ireland's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment.  Placees will be notified of any changes.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares.  Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The New Ordinary Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

APPENDIX 2 - DEFINITIONS

"Admission"	the admission of the New Ordinary Shares  to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	AIM, a market operated by London Stock Exchange
"AIM Rules"	the AIM Rules for Companies issued by London Stock Exchange, as amended from time to time
"Company" or "Verditek"	Verditek plc
"CREST"	a relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)
"Directors" or "Board" "DTRs"	the directors of the Company disclosure guidance and transparency rules made by the FCA in accordance with section 73(A)(3) of FSMA
"Enlarged Issued Share Capital"	the number of Ordinary Shares in issue immediately following Admission assuming 14,444,444 Placing Shares are issued
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"Group" "HMRC"	the Company and its subsidiary undertakings the Company and its subsidiary undertakings Her Majesty's Revenue and Customs
"London Stock Exchange"	London Stock Exchange plc
"Ordinary Shares"	ordinary shares of 0.04 pence each in the share capital of the Company
"WH Ireland"	WH Ireland Ltd, the Company's Nominated Adviser and Broker
"Placing"	the conditional placing of the Placing Shares at the Placing Price announced on 26 September 2019
"Placing Agreement"	the conditional agreement dated 26 September 2019 relating to the Placing and made between the Company and WH Ireland
"Placing Price"	4.5 pence per Placing Share
"Placing Shares" or "New Ordinary Shares"	up to 14,444,444 New Ordinary Shares which are available for subscription by Placees pursuant to the Placing
"Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended
"Shareholders"	holders of Ordinary Shares

 

END

 

 

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